SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM 10-QSB

[X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2000

                                                                  OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OT 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE  TRANSITION  PERIOD FROM  ________________  TO
     _______________.

                          Commission File No. 000-30001


                       DARLINGTON COUNTY BANCSHARES, INC.
             (Exact Name of Registrant as Specified in the Charter)


                   Incorporated in the State of South Carolina
                I.R.S. Employer Identification Number 57-0805621


                    202 Cashua Street, Darlington, S.C. 29532
                    (Address of Principal Executive Offices)


                                 (843) 395-1956
              (Registrant's Telephone Number, including Area Code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months(or  for such shorter  periods that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [ X ] Yes [ ] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


Common Stock - $.01 Par Value
158,000 Shares Outstanding on March 31, 2000





<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
-------
<TABLE>
<CAPTION>

                       DARLINGTON COUNTY BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


                                                               (UNAUDITED)         (AUDITED)
                                                                 MARCH 31,        DECEMBER 31,
                                                                   2000               1999
                                                              -------------    ---------------
<S>                                                           <C>               <C>

ASSETS
   Cash and due from banks                                    $          1,270  $         1,409
   Investment securities - held to maturity                              1,023            1,023
   Investment securities - available for sale                            4,912            5,181
   Other investments, at cost                                               50               50
   Federal funds sold                                                    2,200            1,960

   Loans                                                                16,536           16,491
   Less allowance for loan losses                                         (225)            (209)
                                                              ----------------  ---------------
       Loans - net                                                      16,311           16,282
   Premises and equipment - net                                            902              914
   Other assets                                                            530              548
                                                              ----------------  ---------------
       Total assets                                           $         27,198  $        27,367
                                                              ================  ===============

 LIABILITIES
   Deposits
     Demand deposits                                          $          4,715  $         4,645
     Savings and NOW accounts                                            9,499            9,850
     Time deposits $100,000 and over                                     2,189            2,046
     Other time deposits                                                 7,492            7,393
                                                              ----------------  ---------------
       Total deposits                                                   23,895           23,934
   Other liabilities                                                        55              129
                                                              ----------------  ---------------
       Total liabilities                                                23,950           24,063
                                                              ----------------  ---------------

STOCKHOLDERS' EQUITY
   Common stock - $.01 par value authorized, issued and
     outstanding 158,000 shares at March 31, 2000 and
     December 31, 1999                                                       2                2
   Additional paid in capital                                            1,618            1,618
   Retained earnings                                                     1,775            1,787
   Accumulated other comprehensive loss                                   (147)            (103)
                                                              ----------------  ---------------
       Total stockholders' equity                                        3,248            3,304
                                                              ----------------  ---------------
       Total liabilities and stockholders' equity             $         27,198  $        27,367
                                                              ================  ===============


</TABLE>

           See notes to consolidated financial statements.

                                       -2-


<PAGE>
<TABLE>
<CAPTION>

                                                DARLINGTON COUNTY BANCSHARES, INC.
                                                 CONSOLIDATED STATEMENTS OF INCOME
                                           (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                                            (UNAUDITED)


                                                                        THREE MONTHS ENDED MARCH 31,
                                                                     ---------------------------------
                                                                              2000             1999
                                                                     ----------------  ---------------
<S>                                                                  <C>               <C>
INTEREST INCOME
   Loans, including fees                                             $            389  $           387
   Investment securities
     U. S. Government Agencies                                                     80               79
     Municipal securities                                                          11               13
     Other equity securities                                                        1                3
   Federal funds sold and securities purchased
     under agreements to resell                                                    43               57
                                                                     ----------------  ---------------
       Total interest income                                                      524              539
                                                                     ----------------  ---------------
INTEREST EXPENSE
   Time deposits $100,000 and over                                                 27               16
   Other deposits                                                                 143              163
                                                                     ----------------  ---------------
       Total interest expense                                                     170              179
                                                                     ----------------  ---------------
NET INTEREST INCOME                                                               354              360
PROVISION FOR LOAN LOSSES                                                           9                -
                                                                     ----------------  ---------------
       Net interest income after provision for loan losses                        345              360
                                                                     ----------------  ---------------
NONINTEREST INCOME
   Service charges on deposit accounts                                             53               53
   Other service charges, commissions and fees                                      5                5
                                                                     ----------------  ---------------
       Total noninterest income                                                    58               58
                                                                     ----------------  ---------------
NONINTEREST EXPENSES
   Salaries and employee benefits                                                 126              120
   Net occupancy                                                                   20               15
   Furniture and equipment                                                         16               20
   Other                                                                           90               96
                                                                     ----------------  ---------------
       Total noninterest expenses                                                 252              251
                                                                     ----------------  ---------------
   Income before income taxes                                                     151              167
   Provision for income taxes                                                      36               60
                                                                     ----------------  ---------------
       Net income                                                    $            115  $           107
                                                                     ================  ===============

PER SHARE
   Average shares outstanding                                                 158,000          158,000
                                                                              =======          =======
   Net income                                                        $           0.73  $          0.68
                                                                     ================  ===============
   Dividends paid                                                    $           0.80  $          0.65
                                                                     ================  ===============

</TABLE>


           See notes to consolidated financial statements.


                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                       DARLINGTON COUNTY BANCSHARES, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)



                                               COMMON STOCK                                       ACCUMULATED
                                        -----------------------                                   OTHER COMPRE-
                                           NUMBER                   ADDITIONAL                       HENSIVE
                                             OF                      PAID IN      RETAINED           INCOME
                                           SHARES     AMOUNT         CAPITAL      EARNINGS           (LOSS)         TOTAL
                                        -----------  ----------   ------------  --------------  --------------   ----------


<S>                                         <C>      <C>          <C>         <C>              <C>            <C>

BALANCE, JANUARY 1, 1999                    158,000  $      790   $      830  $      1,477     $         11   $     3,108

Net income for period                             -           -            -           107                -           107

Comprehensive income, net of tax
   Net change in unrealized gain on
     securities available for sale                -           -            -             -              (37)          (37)
   Comprehensive income                                                                                                70

Cash dividend ($.65 per share)                    -           -            -          (102)               -          (102)
                                        -----------  ----------   ----------  ------------     ------------   -----------

BALANCE, MARCH 31, 1999                     158,000  $      790   $      830  $      1,482              (26)  $     3,076
                                            =======  ==========   ==========  ============              ===   ===========


BALANCE, JANUARY 1, 2000                    158,000  $        2   $    1,618  $      1,787     $       (103)  $     3,304

Net income for period                             -           -            -           115                -           115

Comprehensive income, net of tax
   Net change in unrealized loss on
     securities available for sale                -           -            -             -              (44)          (44)
   Comprehensive income                                                                                                71
Cash dividend ($.80 per share)                    -           -            -          (127)               -          (127)
                                        -----------  ----------   ----------  ------------     ------------   -----------

BALANCE, MARCH 31, 2000                     158,000  $        2   $    1,618  $      1,775     $       (147)  $     3,248
                                            =======  ==========   ==========  ============     ============   ===========





</TABLE>







           See notes to consolidated financial statements.

                                       -4-

<PAGE>
<TABLE>
<CAPTION>

                       DARLINGTON COUNTY BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


                                                                        THREE MONTHS ENDED MARCH 31,
                                                                       ---------------------------------
                                                                              2000              1999
                                                                       ----------------  ---------------
<S>                                                                    <C>               <C>

OPERATING ACTIVITIES
   Net income                                                          $            115  $           107
   Adjustments to reconcile net income to net cash provided
     by operating activities
     Provision for loan losses                                                        9                -
     Depreciation                                                                    22               14
     Increase in accrued interest receivable                                        (73)             (13)
     Decrease in other assets                                                        91              (55)
     Decrease in other liabilities                                                  (74)               -
                                                                       ----------------  ---------------
         Net cash provided by operating activities                                   90               53
                                                                       ----------------  ---------------

INVESTING ACTIVITIES
   (Increase) decrease in Federal funds sold                                       (240)           2,340
   Proceeds from maturities of investment securities
     available for sale                                                             225              146
    Purchase of investment securities available for sale                              -           (1,000)
   Net (increase) decrease in loan balances                                         (38)             984
   Purchase of equipment                                                            (10)             (11)
                                                                       ----------------  ---------------
         Net cash provided by (used for) investing activities                       (63)           2,459
                                                                       ----------------  ---------------

FINANCING ACTIVITIES
   Net decrease in deposits                                                         (39)          (2,047)
   Cash dividends paid                                                             (127)            (102)
                                                                       ----------------  ---------------
         Net cash used for financing activities                                    (166)          (2,149)
                                                                       ----------------  ---------------
         Increase (decrease) in cash and cash equivalents                          (139)             363

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    1,409              872
                                                                       ----------------  ---------------

CASH AND CASH EQUIVALENTS,  END OF PERIOD                              $          1,270  $         1,235
                                                                       ================  ===============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Decrease in net unrealized gains on securities available for sale   $            (44) $           (37)
                                                                       ================  ===============




</TABLE>




           See notes to consolidated financial statements.

                                       -5-


<PAGE>

                       DARLINGTON COUNTY BANCSHARES, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  item  310(b)  of
Regulation S-B of the Securities and Exchange Commission.  Accordingly,  they do
not  include all  information  and  footnotes  required  by  generally  accepted
accounting principles for complete financial statements. However, in the opinion
of management,  all  adjustments  (consisting of normal  recurring  adjustments)
considered necessary for a fair presentation have been included.

NOTE 2 - NET INCOME PER SHARE
-----------------------------

     Net  income  per share is  computed  on the basis of the  weighted  average
number of common shares  outstanding  in accordance  with Statement of Financial
Accounting  Standards No. 128,  "Earnings per Share". The Bank does not have any
instruments  which are dilutive;  therefore,  only basic net income per share of
common stock is presented.

NOTE 3 - ORGANIZATION
---------------------

     Darlington County Bancshares,  Inc. (the "Company"),  was organized in July
1999 for the purpose of being a holding company for Darlington  County Bank (the
"Bank").  On July  1,  1999,  pursuant  to a Plan of  Exchange  approved  by the
shareholders,  all of the  outstanding  shares of capital stock of the Bank were
exchanged for shares of common stock of the Company.  A par value  conversion of
$788,000  was recorded to reflect a change in the par value of common stock from
$5.00 per share to $.01 per share. The Company  presently engages in no business
other  than  that of owning  the Bank and has no  employees.  Reporting  periods
presented  earlier than July 1, 1999 include the operations of Darlington County
Bank only.

ITEM 2.
-------

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements and related notes  appearing in the 1999 Annual Report
of Darlington County Bancshares, Inc. Results of operations for the three months
ending  March 31,  2000 are not  necessarily  indicative  of the  results  to be
attained  for  any  other  period.   The  following   information   may  contain
forward-looking  statements that involve risks and uncertainties.  The Company's
actual  results  may  differ  materially  from  the  results  discussed  in  the
forward-looking statements.

RESULTS OF OPERATIONS
     The Company's net income for the first quarter of 2000 was $115,000 or $.73
     per share as compared  to $107,000 or $.68 per share for the first  quarter
     of 1999.

NET INTEREST INCOME
     Net  interest  income is the  difference  between  the  interest  earned on
     earning  assets  and the  interest  paid for funds  acquired  to support to
     support  those assets.  Net interest  income,  the principal  source of the
     Bank's earnings, was $354,000 and $360,000 for the three months ended March
     31, 2000 and 1999, respectively.

                                                                     (Continued)
                                       -6-

<PAGE>
ITEM 2: (CONTINUED)
-------------------

     Changes  that affect net  interest  income are changes in the average  rate
     earned on  interest-earning  assets,  changes in the  average  rate paid on
     interest-bearing liabilities, and changes in the volume of interest-earning
     assets and interest-bearing liabilities.

     Interest-earning  assets  for  the  first  quarter  of  2000  decreased  by
     $1,534,000  or 5.84% over the same period in 1999,  while  interest-bearing
     liabilities decreased by $1,388,000 or 5.49% comparing the first quarter of
     2000 with the first quarter of 1999.
<TABLE>
<CAPTION>

                                                          AVERAGE BALANCES, INCOME AND EXPENSES, AND RATES
                                                                 FOR THE THREE MONTHS ENDED MARCH 31,
                             ----------------------------------------------------------------------------------------------
                                                    2000          1999
                                               -------------------------------------------
                                 AVERAGE           INCOME/     ANNUALIZED        AVERAGE          INCOME/      ANNUALIZED
                                 BALANCE           EXPENSE     YIELD/RATE        BALANCE          EXPENSE      YIELD/RATE
                             -------------     -------------  ------------   -------------     -------------  ------------

<S>                          <C>               <C>              <C>          <C>               <C>               <C>
Federal funds sold           $   2,862,857     $      43,000        6.01%    $   4,806,666     $      57,000         4.74%
Investment securities            6,130,894            92,000        6.00%        6,230,479            95,000         6.10%
Loans                           16,599,662           389,000        9.37%       15,795,016           387,000         9.80%
                             -------------     -------------    --------        ----------     -------------    ---------
     Total earning assets    $  25,593,413           524,000        8.19%    $  26,832,161           539,000         8.04%
                             =============                                   =============
     Total interest bearing
       liabilities           $  24,874,120           170,000        2.73%    $  25,747,352           179,000         2.78%
                             =============     -------------    --------     =============     -------------    ---------
Net interest spread                                                 5.46%                                            5.35%
Net interest income/margin                     $     354,000        5.53%                      $     360,000         5.43%
                                               =============        ====                       =============         ====

</TABLE>

As  reflected  above,  for the first three  months of 2000 the average  yield on
earning   assets  amounts   amounted  to  8.19%,   while  the  average  cost  of
interest-bearing liabilities was 2.73%. For the same period of 1999, the average
yield on  earning  assets  was 8.04% and the  average  cost of  interest-bearing
liabilities  was  2.78%.  The  increase  in  the  yield  on  earning  assets  is
attributable to an increase in the yield on Federal Funds sold. The net interest
margin is computed by  subtracting  interest  expense from  interest  income and
dividing  the  resulting  figure by  average  interest-earning  assets.  The net
interest  margin for the period  ended March 31, 2000 was 5.53% and for 1999 was
5.43%.   This   increase   was  the  result  of  a  decrease   in  the  rate  on
interest-bearing  deposits,  and an  increase in the  interest  rates on earning
assets.

The following  table  represents  changes in the  Company's net interest  income
which  are   primarily   a  result  of  changes  in  volume  and  rates  of  its
interest-earning  assets and interest-bearing  liabilities.  The decrease in net
interest  income is due to  decreased  volume of  earning  assets  and  interest
bearing  liabilities  and a  decrease  in rates on earning  assets and  interest
bearing liabilities.
<TABLE>
<CAPTION>

                                             ANALYSIS OF CHANGES IN NET INTEREST INCOME
                                                                                      FOR THE THREE MONTHS ENDED
                                                                                      MARCH 31, 2000 VERSUS 1999
                                                                         ------------------------------------------------
                                                                            VOLUME            RATE          NET CHANGE
                                                                         -------------    -----------     ---------------
<S>                                                                      <C>              <C>             <C>
Federal fund sold                                                        $     (23,050)   $     9,050     $       (14,000)
Investment securities                                                           (1,520)        (1,480)             (3,000)
Loans                                                                           19,715        (17,715)              2,000
                                                                         -------------    -----------     ---------------
       Total earning assets                                                     (4,855)       (10,145)            (15,000)
       Total interest on interest-bearing liabilities                           (6,070)        (2,930)             (9,000)
                                                                         -------------    -----------     ---------------
Net interest income                                                      $       1,215    $    (7,215)    $        (6,000)
                                                                         =============    ===========     ===============
</TABLE>

                                 -7-                                 (Continued)


<PAGE>
ITEM 2: (CONTINUED)
-------------------

NONINTEREST INCOME
     Noninterest  income was $58,000 for the three  months  ended March 31, 2000
     and 1999.  Noninterest  income  remained flat despite a decrease in average
     interest-bearing  liabilities due to fees and charges on different types of
     deposits.

NONINTEREST EXPENSES
     Noninterest  expenses  for the three  months  ended March 31, 2000 and 1999
     were  $252,000  and  $251,000,   respectively.   Noninterest   expenses  is
     comparable due to the results of operations remaining relatively stable.

     The allowance for loan losses was 1.36% of loans,  net of unearned  income,
     as of March  31,  2000  compared  to 1.27% as of  December  31,  1999.  The
     provision  for loan  losses was $9,000  and $0 for the three  months  ended
     March 31, 2000 and 1999, respectively. The 1999 provision was lower because
     of a  recovery  of a  previously  charged  off  loan in 4th  quarter  1998.
     Management  reviews the adequacy of the  allowance on an ongoing  basis and
     believes it is adequate.

LIQUIDITY
     Liquidity  is the ability to meet  current and future  obligations  through
     liquidation  or  maturity  of  existing   assets  or  the   acquisition  of
     liabilities.  The Company  manages both assets and  liabilities  to achieve
     appropriate  levels of liquidity.  Cash and short-term  investments are the
     Company's primary sources of asset liquidity. These funds provide a cushion
     against short-term  fluctuations in cash flow from both deposits and loans.
     The investment  portfolio is the Bank's principal source of secondary asset
     liquidity.  However, the availability of this source of funds is influenced
     by market  conditions.  Individual and  commercial  deposits are the Bank's
     primary source of funds for credit activities. Management believes that the
     Company's liquidity sources are adequate to meet its operating needs.

LOANS
     Commercial,  financial  and  agricultural  loans made up 36.6% of the total
     loan portfolio as of March 31, 2000, totaling $6,050,000.  Loans secured by
     real estate for construction and land development  totaled $420,000 or 2.5%
     of the total loan  portfolio  while all other loans  secured by real estate
     totaled  $6,414,000  or 38.8% of the total loan  portfolio  as of March 31,
     2000.  Installment loans and other consumer loans to individuals  comprised
     22.1% of the total loan portfolio totaling $3,652,000.

CAPITAL RESOURCES
     The capital base for the Company  decreased by $56,000 for the three months
     of 2000.  This net change  includes an increase to equity for net income of
     $115,000  offset by unrealized  losses on investment  securities of $44,000
     and cash  dividends of $127,000.  The  Company's  equity to asset ratio was
     11.9% on March 31, 2000, as compared to 12.07% on December 31, 1999.

     The  Federal  Deposit  Insurance  Corporation  has  issued  guidelines  for
     risk-based capital requirements. As of March 31, 2000, the Bank exceeds the
     capital requirement levels that are to be maintained.

<TABLE>
<CAPTION>
                                                           CAPITAL RATIOS
                                                       (AMOUNTS IN THOUSANDS)

                                                                            Well                        Adequately
                                                                        Capitalized                    Capitalized
                                          Actual                        Requirement                    Requirement
                                 ---------------------------    --------------------------     --------------------------
                                   Amount            Ratio        Amount            Ratio        Amount           Ratio
                                 -----------     -----------    -----------     ----------     -----------    -----------
<S>                              <C>             <C>            <C>             <C>            <C>            <C>
Total capital (to risk weighted
   assets)                       $     3,626          21.0%     $     1,723          10.0%     $    1,378        8.0%
Tier 1 capital (to risk weighted
   assets)                             3,411          19.8%           1,034          6.0%           689          4.0%
Tier 1 capital (to average assets)     3,411          12.1%           1,410          5.0%           1,128        4.0%

</TABLE>

                                                                     (Continued)
                                       -8-


<PAGE>
ASSET QUALITY
     Nonperforming  assets  as a  percentage  of loans and  foreclosed  property
     totaled  6.60%  and  6.20% as of March  31,  2000 and  December  31,  1999,
     respectively.  Nonperforming assets increased to $1,105,000 as of March 31,
     2000 from  $1,024,000  at December 31, 1999.  The  nonperforming  assets at
     March 31, 2000 and December 31, 1999 include a farm loan totaling  $924,000
     of which $740,000 is guaranteed by the US Government.

 EFFECTS OF REGULATORY ACTION
     The  management of the Company is not aware of any current  recommendations
     by regulatory authorities, which if they were to be implemented, would have
     a material effect on liquidity, capital resources, or operations.

IMPACT OF INFLATION
     Unlike most industrial  companies,  the assets and liabilities of financial
     institutions such as the Bank are primarily monetary in nature.  Therefore,
     interest  rates have a more  significant  impact on the Bank's  performance
     than do the effects of changes in the general rate of inflation and changes
     in prices. In addition,  interest rates do not necessarily move in the same
     magnitude as the prices of goods and  services.  As  discussed  previously,
     management seeks to manage the  relationships  between  interest  sensitive
     assets and liabilities in order to protect against wide rate  fluctuations,
     including those resulting from inflation.

RECENTLY ISSUED ACCOUNTING STANDARDS
     In June 1998, the Financial  Accounting  Standards Board (FASB) issued SFAS
     133,  "Accounting for Derivative  Instrument and Hedging  Activities".  All
     derivatives  are  to be  measured  at  fair  value  and  recognized  in the
     statement of financial position as assets and liabilities. This statement's
     effective  date was delayed by the  issuance of SFAS 137,  "Accounting  for
     Derivative  Instruments and Hedging  Activities - Deferral of the Effective
     Date of SFAS 133," and is effective for fiscal years and quarters beginning
     after June 15, 2000. The Bank does not expect that the adoption of SFAS 133
     will have a material  impact on the  presentation  of the Bank's results of
     financial position.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
-------------------------

There are no  material  pending  legal  proceedings  to which the Company or its
subsidiary party or of which any of their property is the subject.

ITEM 2.  CHANGES IN SECURITIES
------------------------------

Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
----------------------------------------

Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

There were no matters  submitted to security holders for a vote during the three
months ended March 31, 2000.

ITEM 5.  OTHER INFORMATION
--------------------------

None

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
---------------------------------------

(a)  Exhibits:

     27     Financial Data Schedule

(b)  No reports on Form 8-K have been filed  during the  quarter  for which this
     report is filed.

                                       -9-


<PAGE>

SIGNATURES


Under the requirements of the Securities Exchange Act of 1934, the Bank has duly
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.




            DARLINGTON COUNTY BANCSHARES, INC.
-------------------------------------------------
                    Name of Bank



By:  /s/ W. B. Mccown, III                    Date:  May 12, 2000
     ------------------------------------            -------------------------
     W. B. McCown, III, President and
     Chief Executive Officer

































                                      -10-